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PRIVACY POLICY


Sea Level Media Ltd. (“us,” “we,” or “our”) operates this website, http://sealevelmedia.com and http:// marketingforprofessionalservices.com (the “Site(s)”). Your privacy is important to us. This Privacy Policy is applicable to you upon your access and use of the Site, and informs you of our policies regarding the collection, use, protection, and disclosure of information we receive from users of the Site.Please read the Privacy Policy carefully. By accessing and/or using the Site, you accept and agree to be bound and abide by this Privacy Policy. If you do not agree to the Privacy Policy, please do not access or use the Site. We may modify this Privacy Policy from time to time, and if we make material changes to it, we will notify you as appropriate. Continuing to use the Site after we publish or communicate a notice about any changes to this Privacy Policy constitutes binding acceptance of those changes. By accessing and/or using the Site, you accept and agree to be bound by this Privacy Policy.

How We Collect Personal Information
We employ commercially reasonable measures to protect your privacy while visiting our Site, endeavoring to provide a useful and productive experience. This Privacy Policy applies to information we collect between you and the Site(s).

We collect several types of information from and about users of our Site. While you can use many features of the Site(s) anonymously, you may be required to provide Personal Information to gain access to some of our content or services. Personal Information may include, but is not limited to, your name, email address, mailing address, and phone number. For example, we may ask you to provide us with Personal Information that can be used to contact or identify you, including information that you provide by filling in forms on our Site. This includes information provided to use or receive information about our services and offerings. For example, when you fill out the “Register Now” form or “Contact” form, you consent to release any Personal Information provided and/or data to us. Likewise, by submitting your Personal Information through the Site, you are consenting to receive email or other applicable information from us.

How We Use your Personal Information
We may disclose Personal Information that we collect, or you provide as described in this Privacy Policy:
  • To present our Site and its contents to you.
  • To provide you with information that you request from us, such as sending you certain information about our services and offerings.
  • To contractors, service providers, and other third parties we use to support our business and who are bound by contractual obligations to keep Personal Information confidential and use it only for the purposes for which we disclose it to them.
  • To a buyer or other successor in the event of a merger, divestiture, restructuring, reorganization, dissolution or other sale or transfer of some or all of our assets, where Personal Information held by us about our Site users is among the assets transferred.
  • To fulfill the purpose for which you provide it.
  • To comply with any court order, law or legal process, including to respond to any government or regulatory request.
  • With your consent.

Collection and Use of Anonymous Information

We may also collect automatic, anonymous information such as browser type and version, browser language, your operating system and platform, and the Internet Protocol (IP) address used to connect your computer to the Internet. This information does not identify you, but is statistical data used for analytical purposes and helps us provide more relevant services to users. For example, we may use this information to administer and troubleshoot issues directly related to the Site, such as Site administration or to analyze certain trends in Site usage.

Cookies
The technology we use to obtain this information includes the use of cookies. Cookies are small files placed on the hard drive of your computer to identify you when you visit a website. You may refuse to accept cookies by activating the appropriate setting on your browser. If you disable or refuse cookies, please note that some parts of this Site may then be inaccessible or not function properly. Unless you have adjusted your browser setting to refuse cookies, our system will issue cookies when you direct your browser to our Site. We may disclose aggregated information about our users, and information that does not identify any individual, without restriction, in order to better understand our customers and their needs.

Tracking Pixels
We may also collect anonymous information through the use of tracking pixels. A tracking pixel is a transparent graphic image (usually 1 pixel x 1 pixel) that is placed on a webpage and, in combination with a cookie, allows for the collection of information regarding the use of the webpage that contains the tracking pixel. We use tracking pixels to tell when you have clicked on certain website features or otherwise interacted with those features, and use that information to learn about visitor use. In some cases, we use third-party service providers to help us collect and analyze this anonymous information.

Google Analytics
We have enabled Google Analytics, to collect data about our traffic through the use of Google advertisements and other anonymous identifiers. We use Google Analytics cookies and other cookies to compile data to better understand users and provide users with a more tailored experience. You can opt out of Google Analytics by visiting Google’s Opt-Out Browser Add-on
website here [https://tools.google.com/dlpage/gaoptout/]

How We Protect Information
We have taken commercially reasonable precautions to protect the data and information under our control from misuse, loss, or alteration. Our security measures include industry standard technology and equipment to help protect your data. Unfortunately, considering the open nature of the internet, no system can ensure complete security and you should take steps to protect your information and transmissions to the Site.

We retain the Personal Information you provide while your account is in existence or as needed to provide you services. We may retain your Personal Information if retention is reasonably necessary to comply with our legal obligations, meet applicable regulatory requirements, or enforce this Privacy Policy. We may retain Personal Information, for a limited period of time, if requested by law enforcement.

Opting Out
If at any time after registering for information, you change your mind about receiving information from us, send us a request specifying your new choice. Simply send your request to contact@sealevelmedia.com.

Links to Third Party Sites
Our Site may contain links to other sites that are not operated by us. If you click on a third-party link, you will be directed to that third party’s site. We strongly advise you to review the privacy policy of every website you visit. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party sites or services.

Compliance with Legal Process
Please be aware that we will release specific Personal Information about you if required to do so in order to comply with applicable law or any valid legal process such as a search warrant, subpoena, statute, or court order. We may also choose to establish or exercise our legal rights or defend against legal claims.

Policy Updates
We may choose to change this Privacy Policy at any time in our sole discretion. Any updates to our Privacy Policy will be posted on this page, so that you are always aware of what information we collect, how we use it, and under what circumstances we disclose it. Continued use of the Site following our posting of the change notice will constitute binding acceptance of those changes.

Contact Us
If you have any questions about this Privacy Policy, please contact us at contact@sealevelmedia.com

Last Revised: December 2017

SERVICES AGREEMENT


This Services Agreement is between Sea Level Media Ltd. (“Agency”) and the Client (“Client”). Under this Agreement, the Agency will provide to Client the Services described in Statements of Work signed from time to time by Agency and Client, on the terms set out in this Agreement.

Agency and Client agree as follows: 

DEFINITIONS

  • Terms defined
When used in this Agreement, the following terms shall have the following meanings unless the context otherwise requires:

Agreement” means this Agreement and all schedules and other attachments, as it may from time to time be supplemented or amended, and includes all Statements of Work made under this Agreement, as they may from time to time be supplemented or amended.

Client Content” means any graphics, artwork, music, videos, software, code, scripts, text or other content provided by Client to Agency for incorporation by Agency into a Deliverable.  Client Content includes any modifications to the Client Content made by Agency as part of the Services.

Confidential Information” means all information, written or oral, provided by a Disclosing Party directly or indirectly to a Receiving Party, and whether provided, disclosed, learned or obtained before or after the Effective Date, and includes: (a) all customer, financial, operating, technical and other information and materials concerning the Disclosing Party or its customers, businesses, technology, properties, assets or prospects; and (b) all software, technical data, know-how, product plans, inventions, processes, designs and similar information of the Disclosing Party.  Confidential Information of Client includes any Personal Information of customers or employees of Client that is disclosed by Client to Agency.

Deliverable” means a deliverable to be provided by Agency to Client as part of the Services, as described in a Statement of Work.

Disclosing Party” means a party that has disclosed Confidential Information to the other party.“including” means “including, without limitation”, and is not intended to be limiting.

Intellectual Property Rights” means any of the following: (a) patents; (b) trademarks, service marks, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated with them; (c) copyrights, mask works and rights in data and databases; (d) rights for the protection of trade secrets, know-how and other confidential information; and (e) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection provided by applicable law in any jurisdiction throughout the world.

Personal Information” means personal information under the Personal Information Protection and Electronic Documents Act (Canada), under the Personal Information Protection Act (British Columbia), or under any applicable similar legislation of any province or territory.

Project” means, in relation to a Statement of Work, the project described in the Statement of Work.

Receiving Party” means a party to whom Confidential Information has been disclosed.

Representatives” means, with respect to either party, the designated representatives of that party and its directors, officers, employees, financial, legal and accounting advisors and other agents who need to know the Confidential Information for the purposes specified in this Agreement and, in the case of Agency, includes its contractors, service providers, and other third parties who need to know the Confidential Information for the purpose of the services that they provide to Agency in connection with this Agreement.

Services” means the services to be provided by Agency to Client, as described in a Statement of Work.

Statement of Work” means a statement of work signed by Agency and Client, and made under this Agreement.“Term” means the term of this Agreement as described in Section 8.1.


THE SERVICES

  • Services and Deliverables
Agency will provide to Client the Services and Deliverables described in a Statement of Work.
  • Agency Responsibilities
(a) Agency will supply the services of its personnel to carry out the Services.

(b) Agency will perform any other Agency responsibilities specified in a Statement of Work.

(c) Agency will use commercially reasonable efforts to perform the Services in accordance with any dates or time periods specified in the Statement of Work. However, the parties agree that any dates or time periods specified in the Statement of Work are intended for planning and estimating purposes only, and are not guaranteed by Agency.
  • Client Responsibilities
(a) Client will perform any Client responsibilities specified in a Statement of Work.

(b) Client will promptly provide to Agency all such documents, information, instructions, approvals and other support, including access to Client personnel, as Agency may reasonably request for the purpose of performing the Services. Client will ensure that all of its personnel promptly and fully cooperate with Agency, and promptly render all such assistance as may be reasonably requested by Agency.

(c) If any Services are provided at Client’s premises, then Client will provide Agency’s personnel with such accommodation, computer resources and other facilities and access as may be necessary, during and outside normal office hours, to enable such personnel to supply the Services.

(d) If Client itself performs, or retains a third party to perform, any services or other activities that interface or interact with Agency’s Services or the Deliverables, then Client warrants to Agency that such services and other activities will be performed in a professional manner and Client shall remain solely responsible and liable at all times for the actions of its contracted third parties as though they were the actions of Client itself.

(e) Client warrants that all information supplied by Client or its agents to Agency before or during the provision of the Services is accurate and complete in all material respects.

(f) Agency will have no liability for any failure to perform its obligations under this Agreement in a timely manner if and to the extent such failure is due to Client not performing its obligations in a timely manner.

(g) If Services are to be performed by personnel of Agency at locations outside Canada, then Client will be responsible for sponsoring any visas and/or work permits required for Agency’s personnel. The costs of applying for and obtaining such visas and/or work permits will be paid by Client.  Client acknowledges that in-country performance of Services by specific Agency personnel is dependent on and subject to those personnel being able to obtain any necessary visas and/or work permits.
  • Change Orders
At any time prior to the completion of Services under a Statement of Work, Client may request that Agency make or permit reasonable changes to the Services, including reasonable changes to any of the Deliverables or their requirements or specifications. To request a change, Client will deliver a written change request to Agency specifying the proposed change and the objective of the proposed change, using the form provided by Agency for that purpose.  Within a reasonable period after Agency’s receipt of the change request, Agency will deliver to Client a written response: (a) specifying how the proposed change would be implemented; (b) describing the effect, if any, that the change would have on the schedule for the performance of Agency’s obligations under the Statement of Work; (c) describing the additional charges, if any, that would result from the implementation of the change; and (d) describing any other consequential changes to the terms of the Statement of Work and this Agreement.  Agency may decline a requested change if Agency is of the opinion, acting reasonably, that the proposed change is a substantial change to the scope of the Project, or that accepting the requested change would have a material adverse impact on the ability of Agency to perform the Services or to perform other committed services to other clients.  Client may accept or decline a response to a change request.  If Client accepts a response to a change request, the terms of the request and the response shall be incorporated into a change order signed by both parties.  Change orders signed by both parties will be deemed part of the Statement of Work and will be implemented by Agency.  A Statement of Work cannot be amended, except in accordance with this section or by a written amendment signed by duly authorized officers of both parties.
  • Acceptance of Deliverables
Deliverables will be deemed accepted by Client when the acceptance or sign-off criteria, if any, specified in the Statement of Work has been met, or when Client makes productive use of the Deliverables, whichever occurs first.  If no such acceptance or sign-off criteria are specified in the Statement of Work, Deliverables will be deemed accepted on delivery to Client.  Once the acceptance or sign-off criteria for a Deliverable have been met, Client must sign-off that the Deliverable is accepted.  If the acceptance or sign-off criteria have not been met, then Client must immediately advise Agency in writing of any non-conformities.  Deliverables will be deemed accepted by Client if Client does not so advise Agency of any non-conformities within the period specified in the Statement of Work for such acceptance testing or, if no such period is specified, within 10 business days.

FEES, EXPENSES AND TAXES

  • Fees
Client will pay to Agency the fees and other charges specified in the Statement of Work.
  • Expenses
Agency will be responsible for all expenses incurred by it in the course of performing the Services, except as otherwise specified in a Statement of Work and except for Permitted Travel Expenses.  Client will reimburse Agency for all Permitted Travel Expenses on receipt of an invoice from Agency for such Permitted Travel Expenses.  For the purpose of this section, “Permitted Travel Expenses” means the reasonable out-of-pocket travel, meal and accommodation expenses incurred by the personnel of Agency who are preforming Services away from their home locations at the request of Client, as determined in accordance with the then existing reasonable travel expense policy of Agency.
  • Deposit
Client will pay to Agency any deposit specified in the Statement of Work.  The deposit will be held by Agency as general security for Client’s ongoing performance of the terms of this Agreement.  Agency is not obligated to begin performing the Services until Agency has received the Deposit.  Agency will apply the Deposit against the last invoices issued under the Statement of Work.  Agency may elect, its sole discretion, to apply the Deposit against any other monetary obligation of Client under this Agreement.  Any portion of the Deposit that is not so applied by Agency will be refunded by Agency to Client after the completion of the Project.  Agency will not pay interest on the Deposit.
  • Invoices
Agency will invoice Client in accordance with the terms of the Statement of Work. Unless the Statement of Work states otherwise, all amounts: (a) will be in American dollars; and (b) will be due within 30 days after the date of the invoice.  All invoices will be paid by credit card or wire transfer to the account of Agency specified by Agency, unless otherwise specified by Agency in the invoice.  If Client fails to make any payment when due under this Agreement, then, unless prohibited by applicable laws, Client will pay to Agency interest on such amount from the due date until the date of payment at a rate of interest equal to 1.0% per month (equivalent to 12.68% per annum).
  • Taxes
Fees are exclusive of any applicable taxes.  Client will be responsible for any goods and services taxes, sales taxes, value added taxes, import and customs duties, levies, fees, and similar amounts imposed or assessed by any governmental authority arising from Client’s receipt or use of the Services or the Deliverables.  If any taxes are required to be withheld on payments Client makes to Agency, then Client may deduct such taxes from the amount owed to Agency and pay them to the appropriate taxing authority; provided, however, that Client promptly secures and delivers an official receipt for those withholdings and provides such other documents as Agency may reasonably request to claim a foreign tax credit or refund.  Client shall ensure that any taxes withheld are minimized to the extent possible under applicable law.


ADDITIONAL TERMS

  • Intellectual Property Ownership and License
(a) As between Client and Agency, Client shall own all Intellectual Property Rights in and to all of the Client Content. Client hereby grants to Agency a royalty-free license to use, copy, adapt and modify the Client Content for the purpose of providing the Services, to incorporate the Client Content into any Deliverables, and to use Agency’s work for the Client in Agency’s Portfolio and marketing material.

(b) Client acknowledges that Agency builds the Deliverables from components and other materials that Agency has used and will use for other Clients, and that new components and other materials built as part of the Services will form part of Agency’s inventory of components and materials for use with other Clients. Subject to sections (a) and (c), as between Client and Agency, Agency shall own all Intellectual Property Rights in and to the Deliverables and any other work product resulting from the Services. Subject to section (c), Agency hereby grants to Client a non-transferable, non-sublicensable license to use, copy and modify the Deliverables for Client’s own internal use and only for the purposes for which they were delivered.  The rights granted to Client under this section (b) are conditional on and subject to payment by Client of all amounts due under this Agreement.

(c) Client acknowledges that a Deliverable may contain third party open source programs and other third-party programs that are owned by one or more third parties and that Agency, not the third party, licenses to Client under section (b). Client acknowledges that a Deliverable may also contain third party open source programs and other third-party programs that are owned by one or more third parties, that are not licensed under section (b), and that are subject to separate license terms identified in the files provided with the Deliverable.

(d) Each of the parties grants to the other party only those licenses and rights specified in this section. No other licenses or rights (including licenses or rights under patents) are granted.
  • Employee Non-Solicitation
During the Term and for one year after the expiry of the Term, each party agrees that it will not, either on its own account or for any other person, solicit, interfere with or endeavour to entice away any employee of the other party, with whom the first such party has dealt in relation to this Agreement.  Notwithstanding the foregoing, nothing in this section shall prevent the parties from making general advertisements or other solicitations to the public or from hiring any employee of the other party who responds to such an advertisement or who otherwise initiates discussions with the prospective employer.  In the event of a breach of this section by either party, the defaulting party will pay to the non-defaulting party an amount equal to six months’ salary of the applicable employee, as liquidated damages and not as penalty.
  • Trademarks
Agency shall ensure that all Deliverables comprised of advertising, creative and promotional material prepared by the Agency which contains any of the Client’s trademarks properly and accurately identifies the Client’s trademarks in accordance with the Client’s trademark policies.


CONFIDENTIALITY

  • Permitted Use
The Receiving Party will not make any use of Confidential Information of the Disclosing Party, except in accordance with the terms of this Agreement, and all such Confidential Information will be used by the Receiving Party only for the purpose of performing its obligations and enforcing its rights under this Agreement.
  • Non-Disclosure and Confidentiality
The Receiving Party will retain in strictest confidence all Confidential Information of the Disclosing Party.  The Receiving Party may disclose Confidential Information of the Disclosing Party to those of the Representatives of the Receiving Party who have a reasonable need to know that Confidential Information.  The Receiving Party will take appropriate action by instruction or agreement with its Representatives to protect the confidentiality of such Confidential Information and to ensure that each of its Representatives is bound by obligations of confidentiality equivalent to those specified in this Agreement.  Any disclosure or misuse of Confidential Information by any Representative of the Receiving Party shall be deemed to be disclosure or misuse by the Receiving Party, and the Receiving Party will be liable for any such disclosure or misuse as if the Receiving Party had so disclosed or misused the Confidential Information.  The Receiving Party will not disclose such Confidential Information to any other third party, except in accordance with the terms of this Agreement. The Receiving Party will protect the confidentiality of all Confidential Information of the Disclosing Party with at least the same level of protection as it affords to its own proprietary information and, in any event, not less than a reasonable level of protection considering the nature of such Confidential Information.
  • Disclosure Required by Law
If the Receiving Party is requested pursuant to, or is required by, applicable laws to disclose any Confidential Information of the Disclosing Party, then the Receiving Party will, unless prohibited by applicable laws, promptly notify the Disclosing Party in writing, so that appropriate remedies may be taken or compliance with the terms of this Agreement be waived.  In such case, the Receiving Party will disclose only that portion of the Confidential Information that is legally required to be disclosed and will exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be accorded the disclosed Confidential Information.  Such disclosure shall not alter, limit or abrogate the Receiving Party’s continuing obligations of confidentiality with respect to such disclosed Confidential Information.  Nothing in this Article shall require the Receiving Party to violate any applicable laws.
  • Excluded Information
The restrictions in this Agreement on the use and disclosure of Confidential Information shall not apply to those portions of Confidential Information that constitute: (a) information that is generally available to the public or becomes available as a result of a disclosure by the Receiving Party as allowed under this Agreement; (b) information that was available to the Receiving Party on a non-confidential basis prior to its disclosure to the Receiving Party; (c) information that becomes available to the Receiving Party on a non-confidential basis from a third party, provided that such source is not to the knowledge of the Receiving Party bound by a confidentiality agreement with the Disclosing Party; and (d) information that is independently developed by the Receiving Party without reference to any Confidential Information of the Disclosing Party.
  • Property of Disclosing Party
Except as otherwise expressly provided in this Agreement, all Confidential Information shall be and remain the property of the Disclosing Party or of those persons from whom the Disclosing Party obtained such Confidential Information and no express or implied license is granted to the Receiving Party in respect of such Confidential Information.
  • Notice of Unauthorized Release
The Receiving Party will notify the Disclosing Party in writing immediately upon the occurrence of any unauthorized release of Confidential Information of the Disclosing Party, or any authorized access to such Confidential Information by any third party, or any other breach of this Agreement of which it becomes aware.
  • Return of Confidential Information
Except as otherwise expressly provided below, on the request of the Disclosing Party, the Receiving Party will: (a) return or destroy, or cause to be returned or destroyed, all tangible forms of the Confidential Information of the Disclosing Party in its possession or in the possession of its  Representatives; (b) use all reasonable efforts to destroy all copies of all materials that incorporate or reflect such Confidential Information; and (c) certify to the Disclosing Party that such materials have been either returned or destroyed, in each case except as to executed original copies of any contractual documents or other materials customarily held by the Receiving Party as legal archival material.  Notwithstanding the foregoing, if the Receiving Party requires or might reasonably be expected to require certain Confidential Information for the purpose of performing its obligations or enforcing its rights under this Agreement, then the Receiving Party may retain such Confidential Information for so long as it requires or might reasonably be expected to require such Confidential Information for such purposes.
  • Injunctive Relief
The parties each acknowledge that irreparable harm may result if they breach their obligations under this Agreement.  The parties each acknowledge that such a breach would not be properly compensable by an award of damages and that, in addition to any other available remedies, the Disclosing Party shall be entitled to seek injunctive relief to prevent the misuse, threatened misuse, disclosure or threatened disclosure of its Confidential Information.
  • Right of Publicity
Either party may disclose the existence and general nature, but not the specific terms and conditions, of this Agreement. Disclosure of the specific terms and conditions of this Agreement by either party shall require the prior written consent of the other party, except that either party may disclose such information on a need to know basis to its auditors, lawyers, accountants and other such professionals who are under a duty of confidentiality or have entered into a confidentiality and non-disclosure agreement with the disclosing party containing terms similar to those set out in this section. During the Term, Agency shall be permitted to disclose that Client is a client of Agency, and Agency shall be permitted to make such disclosure in writing, on its website and in promotional brochures and similar marketing and promotional material.
  • Personal Information
The parties will use commercially reasonable efforts to manage the Services to avoid any disclosure of Personal Information by Client to Agency.  If Client does disclose any Personal Information to Agency, then Client is the owner and controller of such Personal Information and Agency is a data processor acting on behalf of Client.  Agency will immediately report to Client any requests received from individuals for access to or correction of their Personal Information.  When such Personal Information is no longer required for the provision of Services, Agency will delete such Personal Information at the request of Client (provided however that Agency may retain such Personal Information for as long as it is required to do so under applicable laws).  Client warrants that all Personal Information disclosed to Agency has been collected and disclosed in accordance with all applicable privacy laws. 

IP INDEMNITIES

  • Indemnity by Agency
(a) Subject to sections (b) and (c), Agency will defend, indemnify and hold Client harmless from all claims, demands, legal proceedings, losses, liabilities, costs and expenses (including reasonable legal fees) incurred or suffered by Client arising out of any third party claim brought against Client which alleges an infringement of a Canadian or US patent, copyright or trade secret by Client’s use of a Deliverable (each, an “IP Infringement Claim”), provided that: (i) Client promptly notifies Agency in writing within 30 days of Client’s first knowledge of an IP Infringement Claim; (ii) Agency has sole control of the defence, negotiation and settlement of the IP Infringement Claim; and (iii) Client provides all reasonable assistance requested by Agency for the purpose of investigating or contesting the IP Infringement Claim.

(b) Opportunity to Cure. If Agency receives information concerning a possible intellectual property infringement claim (including an IP Infringement Claim) related to a Deliverable, Agency may, at its expense and without obligation to do so, either: (i) procure for Client the right to continue to use the allegedly infringing Deliverable; or (ii) replace or modify the Deliverable to make it non-infringing, in which case Client will thereupon cease use of the allegedly infringing Deliverable. If Agency is unable to effect either of these options at reasonable cost, then Agency may, without obligation to do so, refund to Client all amounts paid by Client for the allegedly infringing Deliverable, and Client will thereupon cease use of the allegedly infringing Deliverable.

(c) Exceptions to Indemnity. Agency shall have no liability for any intellectual property infringement claim based in whole or in part on: (i) Agency’s inclusion of Client Content in the Deliverable, or Agency’s inclusion of any other third party content in the Deliverable at the request of Client; (ii) third party open source software included in the Deliverable; (iii) Client’s use of any Deliverable after Agency’s notice that Client should cease use of the allegedly infringing Deliverable due to such a claim; (iv) Client’s combination of a Deliverable with any product, program or data not supplied by Agency; or (v) Client’s adaptation or modification of any Deliverable.
  • Indemnity by Client
Client will defend, indemnify and hold Agency harmless from all claims, demands, legal proceedings, losses, liabilities, costs and expenses (including reasonable legal fees) incurred or suffered by Agency:

(a) arising out of any third-party claim brought against Agency which alleges an infringement of patent, copyright or trade secret by Agency’s use of any Client Content or Agency’s inclusion of any other third-party content in any Deliverable at the request of Client; or

(b) except to the extent that a third-party claim is covered by the indemnity in section (a), otherwise arising out of any third-party claim brought against Agency which directly or indirectly results from or arises out of Agency’s use of any Deliverable, provided that: (i) Agency promptly notifies Client in writing within 30 days of Agency’s first knowledge of such a claim; (ii) Client has sole control of the defence, negotiation and settlement of the claim; and (iii) Agency provides all reasonable assistance requested by Client for the purpose of investigating or contesting the claim.


LIMITED WARRANTY AND LIMITATION OF LIABILITY

  • Limited Warranty
Agency warrants that, for a period of 30 days following delivery of a Deliverable to Client, the Deliverable will comply with any specifications for the Deliverable in the Statement of Work and any additional specifications for the Deliverable that are developed as part of the Services and approved in writing by both Agency and Client.  In the event that a Deliverable fails to conform to this warranty, the sole right of Client, and the sole responsibility of Agency, shall be for Agency to exercise all commercially reasonable efforts to cause the Deliverable to conform to the warranty within a commercially reasonable time after receipt by Agency from Client of a written notice identifying any such failure to so conform.  Any claim for a breach of this warranty must be made, by written notice, within 30 days of delivery of the Deliverable.  EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION, THERE ARE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED OR STATUTORY, WITH RESPECT TO THE SERVICES OR THE DELIVERABLES, AND AGENCY SPECIFICALLY DISCLAIMS AND CLIENT HEREBY WAIVES ALL OTHER REPRESENTATIONS, WARRANTIES OR CONDITIONS, INCLUDING ANY IMPLIED OR STATUTORY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
  • Limitation of Liability
CIRCUMSTANCES MAY ARISE WHERE, BECAUSE OF A DEFAULT ON AGENCY’S PART OR OTHER LIABILITY, CLIENT IS ENTITLED TO RECOVER DAMAGES FROM AGENCY.  REGARDLESS OF THE BASIS ON WHICH CLIENT IS ENTITLED TO CLAIM DAMAGES FROM AGENCY (INCLUDING FUNDAMENTAL BREACH, NEGLIGENCE, MISREPRESENTATION, OR OTHER CONTRACT OR TORT CLAIM), THE AGGREGATE LIABILITY OF AGENCY, ITS AFFILIATES, ITS AND THEIR SUBCONTRACTORS, AND THE PERSONNEL OF EACH OF THEM, FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, SHALL NOT EXCEED AN AMOUNT EQUAL TO THE AGGREGATE OF THE AMOUNTS PREVIOUSLY PAID BY CLIENT TO AGENCY UNDER THE STATEMENT OF WORK GIVING RISE TO THE CLAIMS DURING THE 12 MONTHS PRIOR TO THE FIRST EVENT GIVING RISE TO SUCH CLAIMS.  THE LIMITATION SHALL NOT APPLY TO: (A) CLAIMS FOR DAMAGES FOR BODILY INJURY (INCLUDING DEATH); (B) CLAIMS FOR DAMAGE TO REAL PROPERTY AND TANGIBLE PERSONAL PROPERTY FOR WHICH AGENCY IS LEGALLY LIABLE; OR (C) CLAIMS ARISING FROM A BREACH OF ARTICLE 5 (CONFIDENTIALITY).
  • Certain Exclusions
UNDER NO CIRCUMSTANCES SHALL AGENCY, ITS AFFILIATES, OR ITS OR THEIR SUBCONTRACTORS BE LIABLE FOR ANY OF THE FOLLOWING, WHETHER FORESEEABLE OR NOT AND EVEN IF INFORMED OF THEIR POSSIBILITY: (A) SPECIAL, INDIRECT, AGGRAVATED, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) LOST PROFITS, BUSINESS REVENUE, GOODWILL, ANTICIPATED SAVINGS OR OTHER SIMILAR ECONOMIC DAMAGES; OR (C) CLAIMS OF THIRD PARTIES (EXCEPT TO THE EXTENT OTHERWISE PROVIDED IN SECTION (a).
  • No Risk Policy
The circumstances outlined below shall render any “No Risk Policy’ null and void: (a) Client lacks a proper sales process or is understaffed, thus unable to have a proper sales process in place; (b) Client fails to conduct sales activities such as calling, emailing or otherwise pursuing inbound leads to the minimum standards established and recommended by Agency; (c) Client suffers a transformation within their organization that substantially impacts the sales process (e.g., the person responsible for pursuing leads is fired); (d) Client does not perform the activities required for the success of the program, including revision and approval of Client Content in a timely manner; consistent follow up on leads and prospects; attendance to weekly meetings, and appropriate use of HubSpot’s platform; (e) in any case, the No Risk Policy shall only be applicable if Client notifies the Agency with at least Forty-Five (45) days in advance of its intention not to renew the Contract. 
  • ROI Measurement
Client’s Return on Investment from Agency’s program is not limited to inbound sales. For the purposes of this Services Agreement, Return on Investment shall also be measured against new contracts signed two (2) months as of the Effective Date of this Agreement given the following considerations: (a) Client is engaging with Agency at a consulting level; (b) Agency provides advisory and consulting services to guide Client in shaping their marketing and sales process, thus new contracts not directly coming from inbound leads shall also be considered as a result thereof. 


TERM AND TERMINATION

  • Term
The term of this Agreement (the “Term”) shall commence on the Effective Date and will continue until terminated by either party as set forth in this Agreement.  This Agreement shall not terminate solely by reason of the completion of the Services by Agency under any Statement of Work.
  • Termination by Client for Default of Agency
In addition to all other rights available at law or under this Agreement, Client may immediately terminate this Agreement by notice in writing to Agency if Agency has breached any material provision of this Agreement, and such breach is not remedied by Agency within 30 days of notice in writing from Client.
  • Termination by Agency for Default of Client
In addition to all other rights available at law or under this Agreement, Agency may immediately terminate this Agreement by notice in writing to Client if: (a) Client has breached any payment obligation under this Agreement, and such breach is not remedied by Client within 10 days of notice in writing from Agency; or (b) Client has breached any other material provision of this Agreement, and such breach is not remedied by Client within 30 days of notice in writing from Agency.
  • Effect of Termination
(a) On the termination of this Agreement, Client will pay Agency for all Services provided up to the date of termination and, where Agency terminates for breach, Client will also pay Agency for any additional costs Agency reasonably incurs as a result of the early termination of the Services, such as costs relating to subcontracts or relocation costs. Agency will take reasonable steps to mitigate any such additional costs.

(b) If the Services are being provided on a fixed price fees basis, then Client will pay Agency all sums due at the date of termination in accordance with the payment plan set out in the Statement of Work, plus any related payments that have been withheld, together with fees on a time and materials basis for Services provided after the date of the last applicable payment under the payment plan at hourly rates equal to those specified in the Statement of Work or, if no such hourly rates are specified in the Statement of Work, at the then current reasonable hourly rates charged by Agency for such services.
  • Termination in Addition to Other Rights
On the termination of this Agreement, each of the parties will remain liable for all financial and other obligations arising under this Agreement which may have accrued prior to such termination.  The express rights of termination in this Agreement are in addition to, and shall in no way limit, any rights or remedies Client or Agency may have under this Agreement, at law or in equity.
  • Suspension
Agency may elect to suspend its performance of some or all of the Services if: (a) Client does not pay any amounts when due under this Agreement; or (b) Client is in breach of its other obligations under this Agreement.  Agency will give at least five (5) business days’ notice before suspending for non-payment.
  • Automatic Renewal       
This Agreement shall remain in full force and effect for a period of Twelve (12) months as of the Effective Day. This Agreement, along with the fees, work commitment and other terms set out on the Statement of Work, shall automatically renew unless Client gives Agency written notice to the contrary at least Forty-Five (45) days prior to the expiration thereof, so as to allow the Agency for a proper Project Closeout to transfer necessary information and records to Client regarding the activities performed under this Agreement.


DISPUTE RESOLUTION

  • Negotiation of Disputes
If any dispute or disagreement of any kind arises at any time with respect to this Agreement, its interpretation or application, its performance by the parties, or in respect of any defined legal relationship associated therewith or derived therefrom, the parties agree that good faith negotiations will take place between the parties with the objective of resolving such dispute or disagreement.  If such good faith negotiations have not resolved the dispute or disagreement within a period of ten (10) business days, the dispute or disagreement will be referred to the Chief Executive Officers of the parties or their designates who will attempt in good faith to resolve such dispute or disagreement.
  • Reference to Arbitration
If within the next following period of ten (10) business days, the dispute or disagreement has not been resolved to the satisfaction of the parties, such dispute or disagreement shall be resolved by binding arbitration pursuant to the Arbitration Act (British Columbia) or the International Commercial Arbitration Act (British Columbia), as applicable.  The arbitration will be before a single arbitrator chosen by agreement of the parties or, failing agreement, appointed pursuant to the Arbitration Act (British Columbia) or the International Commercial Arbitration Act (British Columbia), as applicable, on application by either party.  The fees and expenses of the arbitrator will be borne equally between the parties.  The arbitrator may order interest on any award and the arbitrator may award costs to either party.  In the absence of any such award of costs, each of the parties will bear its own costs of the arbitration.  The arbitration will take place in Vancouver, British Columbia, unless the parties agree otherwise.  Agency may suspend the performance of any or all of the Services during any period during which a dispute or disagreement remains unresolved.
  • Recourse to Courts Limited
The parties agree that good faith negotiations and arbitration shall all be without recourse to the courts and that the award of the arbitrator shall be final and binding, except that: (a) either party may appeal an arbitration award to the courts of British Columbia on a question of law; and (b) either party may apply to a court of competent jurisdiction for an interim measure of protection or for any order for equitable relief which the arbitrator does not have the jurisdiction to provide.


GENERAL

  • Notices
All notices, requests, demands, claims, and other material communications under this Agreement will be in writing, and will be deemed duly given when delivered, personally or by courier, in each case addressed to the intended recipient.  Either party may change its address for notice from time to time by notice given in accordance with this section.
  • Subcontracting
Agency may subcontract any part of the Services to one or more subcontractors selected by Agency.  Any such subcontracting will not affect Agency’s obligations to Client for Services provided under this Agreement.  Agency shall remain solely responsible and liable at all times for the actions of its subcontractors as though they were the actions of Agency itself.  Any reference to the personnel of Agency in this Agreement includes the personnel of any subcontractor of Agency.
  • Assignment
Neither party may assign its interest in this Agreement without the prior written consent of the other party.
  • Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all other prior proposals, communications, agreements and understandings, both written and oral, between the parties with respect to the subject matter of this Agreement.  There are no warranties, conditions, or representations and there are no agreements in connection with such subject matter, except as specifically set forth in this Agreement.
  • Governing Law and Attornment
This Agreement shall be governed by and construed in accordance with the laws of British Columbia and the federal laws of Canada applicable in British Columbia, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws.  Subject to the provisions of Article 9, the parties consent to the exclusive jurisdiction of the courts located in the Province of British Columbia for any legal action instituted by either party against the other with respect to the subject matter of this Agreement.
  • Interpretation
Unless otherwise indicated in this Agreement, all dollar amounts referred to in this Agreement are in the currency of the United States of America. The parties agree that this Agreement shall not be construed either against or in favour of either party.  If there is any inconsistency between a term of this Agreement and a term of the Statement of Work, the term of this Agreement shall prevail unless the Statement of Work expressly provides otherwise.
  • Further Assurances
Each of the parties will promptly execute and deliver to the other at the cost of the other such further documents and assurances and take such further actions as the other may from time to time request in order to more effectively carry out the intent and purpose of this Agreement and to establish and protect the rights, interests and remedies intended to be created in favour of the other.
  • Remainder Not Affected by Invalidity
If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.  On such determination that any term or other provision is invalid, illegal or unenforceable, the parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement shall be consummated as originally intended to the greatest extent possible.
  • Waiver
A waiver of any term or breach of this Agreement is effective only if it is in writing and signed by the waiving party.  No omission, delay or failure to exercise any right or power, or any waiver by either party of any breach or default, whether express or implied, or any failure to insist on strict compliance with any provision of this Agreement, shall constitute a waiver of any other provision.  Any waiver of any provision of this Agreement shall not constitute a continuing waiver unless otherwise expressly provided.
  • Remedies Not Exclusive
Except as otherwise expressly provided in this Agreement, the remedies set forth in this Agreement are cumulative, and are in addition to all the rights and remedies available to Agency or Client, as the case may be, under law, equity or otherwise.  Except as otherwise expressly provided in this Agreement, nothing contained in this Agreement shall limit any other remedies which either party may have as a result of the default of the other party under this Agreement, and the parties agree that remedies for breach of this Agreement may be in equity by way of injunctive relief or specific performance, as well as for damages and any other relief available, whether in law or in equity.
  • Recovery of Legal Costs
Each party will be entitled to be reimbursed by the other party for all reasonable costs and expenses (including, but not limited to, reasonable legal fees and disbursements) in its successful prosecution or defense of any breach or alleged breach of a provision of this Agreement.
  • Export
Client acknowledges that the Deliverables may be subject to export and re-export restrictions under United States and Canadian export control laws and thus may not be exported or re-exported except in compliance with such laws.
  • SR&ED Credits
If and to the extent that any of the expenditures incurred by Agency in connection with the Services are eligible as deductions against income or income tax credits or otherwise give rise to a tax benefit, whether pursuant to the scientific research and experimental development (SR&ED) rules under the Income Tax Act (Canada) or under any similar laws in any jurisdiction, then Agency shall be deemed to have incurred such expenditures on its own behalf and Agency shall have the sole right to claim and use that deduction, credit or other benefit.
  • Independent Contractors
The parties to this Agreement are independent contractors, and not agents, partners, joint venturers or employees of one another.  Nothing in this Agreement shall make or be construed to make Agency and Client partners or agents of each other or to create any other relationship by which the acts of either party may bind the other or result in any liability to the other. 
  • Services are Non-Exclusive
Client acknowledges that Agency provides services to other clients, some of whom may be competitors of Client.  Client agrees that Agency may do work for all such other clients, provided that Agency does not disclose any Confidential Information of Client to such other clients.  Notwithstanding any other provision of this Agreement, Agency will not be prevented or restricted by this Agreement from using any techniques, ideas, concepts or know-how relating to Agency’s business activities.
  • Force Majeure
Neither party shall be liable for damages caused by delay or failure to perform its obligations under this Agreement where such delay or failure is caused by an event beyond its reasonable control.  This provision does not apply to any of Client’s obligations to make payments under this Agreement.
  • English Language
The parties have expressly requested that this Agreement and its ancillary documents be drafted in English. Les parties ont expressément exigé que cet accord et ses documents connexes soient rédigés en langue anglaise.
  • Amendment
This Agreement may not be amended except by a written amending agreement signed by duly authorized officers of both parties.
  • Counterparts
This Agreement may be executed and delivered in any number of counterparts, each of which when executed and delivered is an original but all of which taken together constitute one and the same instrument. This Agreement may be executed by electronic means and signature pages exchanged by electronic means shall be binding on the parties to the same extent as the original signed pages.

 


TERMS OF USE

Thank you for visiting our website (the “Site”), which is owned and provided by Sea Level Media Ltd. (“Sea Level Media,” “Marketing for Professional Services,” “we” or “us”). Your use and access of the Site and the services offered through the Site is governed by and subject to the following terms and conditions (the “Terms”). If you do not agree to these Terms, or if you do not agree with our Privacy Policy, which is incorporated herein by reference, please do not use the Site or any services offered through the Site. BY ENTERING, ACCESSING, BROWSING, SUBMITTING INFORMATION TO, OR OTHERWISE USING THIS SITE AND THE SERVICES AND CONTENT AVAILABLE THEREIN, YOU ACKNOWLEDGE AND AGREE TO THESE TERMS AND REPRESENT AND WARRANT THAT YOU ARE AT LEAST EIGHTEEN (18) YEARS OLD OR OLDER AND POSSESS THE LEGAL RIGHT AND ABILITY TO AGREE TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS OR YOU ARE YOUNGER THAN EIGHTEEN (18) YEARS OLD, DO NOT USE THIS SITE.

Services Provided
We provide content, workshops and courses for creating and executing a value-based marketing strategy for professional services firms (“Services”). Services include the Marketing for Professional Firms Online Course, an experience designed to help you make informed decisions as to how to best market your firm.

Access to certain portions of the Site are restricted to registered users of our Services. As part of our registration process, you must provide us with certain personal information. We need this information so that we can verify your identity, and make the full use of the Services we provide through the Site. Additionally, you must be required to provide a credit card number, or other payment information, as well as your name, telephone number(s), email, and/or street address, and other personally identifiable information (“Personal Information”), which will be maintained and used by us as permitted by these Terms and the Privacy Policy.

Registration and Security
You agree, represent, warrant, and guarantee that all Personal Information provided by you is true, accurate, complete, up-to-date, and solely yours. You may not impersonate, imitate, or pretend to be somebody else when registering. When you login, you will be asked to choose a password. You are responsible for safeguarding and maintaining the confidentiality of your password and you agree not to disclose your password to any third party.

You will be solely responsible for any activities or actions taken under your account, whether or not you have authorized such activities or actions. You must notify us immediately if you know or suspect that any unauthorized person is using your password or your account (for example, your password has been lost or stolen, someone has attempted to use the Services through your account without your consent or your account has been accessed without your permission). We strongly recommend that you do not use the Services or access Content (defined below) on public computers. We also recommend that you do not store your password through your web browser or other software.You are solely responsible for all access or visitation to, usage of, or activity on, your account/profile including, but not limited to, use of the account/profile by any person who uses your Personal Information, with or without authorization, or who has access to any computer, mobile, or other device on which your account/profile resides or is accessible. You acknowledge and agree that we may, and you specifically authorize us to, process all transactions, including without limitation purchases and/or registration for products and/or Services, including, without limitation, Content provided by us.

You agree to pay all fees and charges, including applicable taxes and surcharges, incurred through your activity on or through the Site(s) and/or through your account/profile (such fees, charges, taxes, and surcharges shall collectively be referred to as “Fees”). Unless otherwise specified, all Fees will be quoted and charged in U.S. dollars. You must notify us about any billing problems or discrepancy within thirty (30) days after they first appear on your statement; otherwise, you waive any right to challenge or dispute such problem or discrepancy.

Information Provided by You and Privacy

By creating an account, you expressly consent to the use of: (a) electronic means to complete these Terms and to provide you with any notices given pursuant to these Terms; and (b) electronic records to store information related to these Terms or your use of the Services. We cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

Limitations on Use
The Services may be used and accessed for lawful purposes only. You agree to abide by all applicable local, state, national, and foreign laws, treaties, and regulations in connection with your use of the Services and Content. In addition, without limitation, you agree that you will not do any of the following while using or accessing the Services:

(a) upload, post, email or otherwise transmit or submit any content to which you do not have the lawful right to copy, transmit and display (including any content that would violate any confidentiality or fiduciary obligations that you might have with respect to the content);

(b) upload, post, email or otherwise transmit or submit any content that infringes the intellectual property rights or violates the privacy rights of any third party (including without limitation copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity);

(c) upload, post, email or otherwise transmit or submit harmful, threatening, abusive, harassing, defamatory, deceptive, fraudulent, obscene, indecent, vulgar, lewd, violent, hateful or otherwise objectionable content or material;

(d) use the Services or the Site to collect or store personal data about other users without their express permission;

(e) knowingly include or use any false or inaccurate information in any profile;

(f) upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, “pyramid schemes” or any other form of solicitation, as well as viruses or other computer code that may interrupt, destroy, limit the functionality of the Site, or interfere with the access of any other user to the Site;

(g) circumvent, disable, or otherwise interfere with security-related features on the Site or features that prevent or restrict use or copying of any Content;

(h) attempt to probe, scan, or test the vulnerability of any Sea Level Media system or network or breach or impair or circumvent any security or authentication measures protecting the Services, Content, and the Site;

(i) attempt to decipher, decompile, disassemble, reverse engineer, or otherwise attempt to discover or determine the source code of any software or any proprietary algorithm used to provide the Services and/or Content;

(j) use the Services, Site, or Content in any way that competes with us; or

(k) encourage or instruct any other person or entity to do any of the foregoing.

CAUTION: ANY ATTEMPT TO DO ANY OF THE FOREGOING PROHIBITED ACTS, OR TO OTHERWISE UNDERMINE THE OPERATION OF THE SERVICE OR SITE(S), MAY BE A VIOLATION OF CRIMINAL AND CIVIL LAW. SHOULD SUCH AN ATTEMPT BE MADE, WE RESERVE THE RIGHT, IN ADDITION TO OUR OTHER REMEDIES, TO SEEK DAMAGES (INCLUDING WITHOUT LIMITATION ATTORNEYS’ FEES) FROM ANY SUCH INDIVIDUAL OR ENTITY TO THE FULLEST EXTENT PERMITTED BY LAW.

Termination, Modification, and Survival
We are continually evolving and innovating the Services, Content, and the Site. We may change the Services, the Site, the Content (defined below) we offer, and the products or services you may access at any time. We may discontinue offering the Services or the Site and we may suspend or terminate your right to use the Services or the Site at any time, in the event that you breach these Terms, for any reason, in our sole discretion, and without prior notice to you. After such termination, we will have no further obligation to you or to provide the Services, except to the extent we have otherwise agreed in writing.

Upon termination of your right to use the Services or the Site or our termination of the Services or the Site, all licenses and other rights granted to you by these Terms will immediately terminate.

You may terminate your account at any time and for any reason by sending us written notice requesting termination of your account. Any cancellation request will be handled within 30 days after we have received your request. No suspension, termination, or cancellation will affect your obligations to us under these Terms which by their nature are intended to survive such suspension, termination, or cancellation.

Intellectual Property
The Services, the Site, and all information and/or content that you see, hear, or otherwise experience on the Site (collectively, “Content”) are protected by Canada, U.S. and international copyright, trademark, and other laws. You will not acquire any intellectual property rights in the Services, the Site, or our Content by your use of the Services or the Site. When you use our Services or the Site, you may access intellectual property rights that we, our licensors, or third parties own or license. Subject to your compliance with the terms and conditions of these Terms, we grant you a limited, non-exclusive, non-transferable and revocable license, without the right to sublicense, to access and use the Services and to download and print any Content provided by us solely for your personal and non-commercial purposes. You may not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services or Content, except as expressly permitted in these Terms, without our express prior written consent. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by us or our licensors, except for the licenses and rights expressly granted in these Terms. Unless otherwise expressly agreed in writing by us, the Services and Content are only permitted to be used within the United States of America.

For example, by participating in the Marketing for Professional Services Online Course, you have the opportunity to apply what you learn from the course to any entity with which you are currently associated or later join. After your Marketing for Professional Firms Online Course experience, you may lead group discussions within your own place of employment, drawing upon your own work within the Marketing for Professional Firms Online Course. As set forth above, however, you may not reproduce, prepare derivative works, distribute copies, perform, display, record, scan, post, or distribute the materials associated with the Marketing for Professional Firms Online Course or other Content.

Third Party Links and Resources
We may make available, on the Site and as part of the Services, links to third party websites or resources from third parties on the Site. We are not responsible or liable for the availability or accuracy of such websites or resources, or the content, products, or services on or available from such websites or resources. When we make available such third-party links or resources on the Site or through the Services, you must look solely to the third party with respect to the content, products, or services they provide. Unless otherwise stated, we do not endorse and are not responsible for any of the content, products, or services provided by others. YOUR USE OF THE WEBSITES OR RESOURCES OF THIRD PARTIES IS AT YOUR OWN RISK. WE ARE NOT LIABLE FOR ANY OF YOUR LOSSES ARISING OUT OF OR RELATING TO THE WEBSITES OR RESOURCES OF THIRD PARTIES.

Disclaimer of Representations and Warranties
Your use of the Services and Content is at your sole discretion and risk. The Services and Content, and all materials, information, products and services included therein, are provided on an “AS IS” and “AS AVAILABLE” basis without warranties of any kind.

WE AND OUR LICENSORS AND AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, RELATING TO THE SERVICES AND CONTENT, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, COURSE OF DEALING, OR COURSE OF PERFORMANCE.
IN ADDITION, WE AND OUR LICENSORS AND AFFILIATES DISCLAIM ANY WARRANTIES REGARDING SECURITY, ACCURACY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SERVICES OR THAT THE SERVICES WILL BE ERROR FREE OR THAT ANY ERRORS WILL BE CORRECTED.

WE MAKE NO REPRESENTATIONS CONCERNING, AND DO NOT GUARANTEE, THE ACCURACY OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY INFORMATION PROVIDED THROUGH THE SERVICES OR THEIR APPLICABILITY TO YOUR INDIVIDUAL CIRCUMSTANCES. OUR SERVICES AND CONTENT ARE DEVELOPED FOR USE IN THE UNITED STATES AND WE AND OUR LICENSORS AND AFFILIATES MAKE NO REPRESENTATION OR WARRANTY CONCERNING THE SERVICES OR CONTENT WHEN THEY ARE USED IN ANY OTHER COUNTRY.

SOME JURISDICTIONS DO NOT PERMIT US TO EXCLUDE WARRANTIES IN THESE WAYS, SO IT IS POSSIBLE THAT THESE EXCLUSIONS WILL NOT APPLY TO OUR AGREEMENT WITH YOU. IN SUCH EVENT, THE EXCLUSIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.

Indemnification
You will indemnify, defend, and hold harmless us, our licensors and affiliates and our respective directors, officers, employees, contractors, agents and representatives, from and against any and all claims, causes of action, demands, liabilities, losses, costs or expenses (including, but not limited to, reasonable attorneys’ fees and expenses) arising out of or relating to any of the following matters:

(a) your access to or use of the Services, the Site, or the Content;

(b) your violation of any of the provisions of these Terms;

(c) any activity related to your account by you or any other person accessing the Site or Services through your account, including, without limitation, negligent or wrongful conduct; or

(d) your violation of any third party right, including, without limitation, any intellectual property right, publicity, confidentiality, property, or privacy right.

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

Limitation of Liability
IN NO EVENT WILL WE OR ANY APPLICABLE LICENSORS OR AFFILIATES BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICES, THE SITE, OR THE CONTENT, WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. IF YOU ARE DISSATISFIED WITH THE SERVICES, THE SITE, THE CONTENT, OR THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS A REFUND OF THE AMOUNT PAID TO DM WORDS FOR SERVICES AND/OR CONTENT.

EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO YOUR USE OF THE SERVICES, THE SITE, OR THE CONTENT OR OUR RELATIONSHIP WITH YOU, REGARDLESS OF THEORY, MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO THE CLAIM OR CAUSE OF ACTION OR BE FOREVER BARRED.

SOME JURISDICTIONS DO NOT PERMIT US TO LIMIT OUR LIABILITY IN THESE WAYS, SO IT IS POSSIBLE THAT THESE LIMITATIONS WILL NOT APPLY TO OUR AGREEMENT WITH YOU. IN SUCH EVENT, THE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.

Waiver of Jury Trial and Class Action
THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY LITIGATION, SUIT, OR PROCEEDING, IN ANY COURT WITH RESPECT TO, IN CONJUNCTION WITH, OR ARISING OUT OF THESE TERMS OR THE PRIVACY POLICY OR THE VALIDITY, PROTECTION, INTERPRETATION, COLLECTION, OR ENFORCEMENT THEREOF, AND/OR PERFORMANCE OF ANY OF THE OBLIGATIONS OR SERVICES HEREUNDER OR THEREUNDER. THE PARTIES FURTHER AGREE THAT ANY LITIGATION, SUIT, OR PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

Errors and Inaccuracies
The information on the Site, including, without limitation, information regarding pricing, may contain typographical errors or other errors or inaccuracies, and may not be complete or current. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update information at any time without prior notice to you. We do not, however, guarantee that any such errors, inaccuracies, or omissions will be corrected.

Entire Agreement
These Terms constitute the entire agreement between you and us relating to our Services, the Site, and the Content, replacing any prior or contemporaneous agreements, whether written or oral, unless you have signed a separate written agreement with us relating to our Services, the Site, or the Content. If there is any conflict between these Terms and a separate signed written agreement between you and us relating to our Services, the Site, or the Content, the signed written agreement will control.

Waiver
The failure by us to enforce any provision of these Terms will not constitute a waiver. If any court of law, having the jurisdiction to decide the matter, rules that any provision of these Terms is invalid or unenforceable, then the invalid or unenforceable provision shall be removed from these Terms or reformed by the court and given effect so as to best accomplish the essential purpose of the invalid or unenforceable provision, and all of the other provisions of these Terms shall continue to be valid and enforceable. Nothing contained in these Terms shall limit the ability of a party to seek an injunction or other equitable relief without posting any bond.

Governing Law, Jurisdiction and Venue
This Agreement shall be governed by and construed in accordance with the laws of British Columbia and the federal laws of Canada applicable in British Columbia, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws.  The parties consent to the exclusive jurisdiction of the courts located in the Province of British Columbia for any legal action instituted by either party against the other with respect to the subject matter of this Agreement. 

Modification of Terms
We reserve the right to change these Terms at any time. Any changes that we make will become a part of our agreement with you when they are posted to the Site. Your continued use of our Services, or the Site will constitute your agreement to the changes we have made.  

Last Revised: December 2017